Last Updated: January 5, 2021
Amendment to Twilio Terms of Service Applicable to Customers using Twilio Frontline
This amendment (“Amendment”) to the Twilio Terms of Service or a separate written agreement that you entered into with Twilio for your use of the Services (your “Twilio Agreement," collectively, as amended, the “App Terms”) applies to Frontline Customers only. “Frontline Customers,” as used in these App Terms, are Twilio Customers who are users of the Services and that are accessing or using or wish to access or use the Services through or in conjunction with the Twilio Frontline Application (the “Frontline App”). By (a) using, installing, or accessing the Frontline App or the Services provided in connection with the Frontline App (the “Frontline Services”), or (b) signing or clicking to accept these App Terms or any Order Form referencing these App Terms, you agree to be bound by these App Terms.
Any data, including the personal information of Frontline Customers and Frontline Users (as defined below), collected, transferred, stored or otherwise processed through any such Frontline Customer’s or Frontline User’s use of the Frontline App and/or Frontline Services shall be processed in accordance with the Twilio Privacy Statement, and the Twilio Frontline Privacy Statement. Any other use of the Services shall continue to be subject to your Twilio Agreement. Any capitalized term that is not defined in this Amendment has the meaning given in your Twilio Agreement.
If you are using the Frontline App or Frontline Services on behalf of a company or other entity, then “you,” “your,” or "Customer" means that entity, and you are binding that entity to these App Terms. You represent and warrant that you have the legal power and authority to enter into these App Terms and that, if Customer is an entity, these App Terms are entered into by an employee or agent with all necessary authority to bind that entity to these App Terms.
These App Terms incorporate by reference any Order Form executed between you and Twilio under which you make use of the Frontline Services, as well as any policies or exhibits linked to or referenced in these App Terms. Please note that we may modify these App Terms as described in Section H below.
A. IP Rights and Licenses
Subject to all terms and conditions of these App Terms, Twilio grants Customer a limited, non-exclusive, non-transferable license during the term to: (a) install and use one object code copy of the Frontline App; and (b) access and use the Frontline Services, designated on Customer’s Order Form solely for Customer’s internal business purposes, but only in accordance with these App Terms, and the applicable Order Form.
B. Use Rights and Restrictions
By agreeing to these App Terms, Customer warrants that it and its employees and contractors whom Customer has authorized to access the Frontline Services on its behalf ("Frontline Users"): (a) are over 18 years old; (b) have not previously been suspended or removed from the Frontline Services; and (c) will comply with all applicable laws when using the Frontline Services. Customer may permit its Frontline Users to use the Frontline Services provided their use is for Customer’s benefit only and remains in compliance with these App Terms. Frontline Users shall be subject to the applicable terms and conditions of these App Terms which may be communicated by posting to Twilio’s website or on a click-through basis to Frontline Users upon access to the Frontline App or Frontline Services.
Customer will be solely responsible and liable for: (a) determining its Frontline Users and restricting and/or terminating the rights of such Frontline Users, as Customer deems appropriate; (b) all Frontline Users’ use and access to the Frontline Services and their compliance with the App Terms; (c) authorizing, creating, and managing user IDs, passwords, and other access credentials for Frontline Users; (d) ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the Frontline Services are kept strictly confidential and not shared with any unauthorized person; and (e) any and all actions taken using its and its Frontline Users’ accounts, passwords or access credentials. If Customer is accessing the Frontline Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of that third party regarding provisioning and use of those credentials. Twilio may, in its sole discretion, suspend any Frontline User’s access to the Frontline Services. Additionally, Customer is solely responsible for complying with all laws applicable to Customer.
Any of Customer’s End Users who access or use the Frontline Services, including via the Frontline App, a Customer Application, or Customer’s website, are subject to the Twilio Acceptable Use Policy and such other terms as may be provided by Twilio from time to time, which includes Twilio’s right to remove or disable access to any of Customer’s End Users that violate the Acceptable Use Policy.
C. Data Privacy and Acknowledgement of Use
Any of Customer’s data, including the personal information of Customer, Customer’s Frontline Users, and Customer’s End Users, collected, transferred, stored or otherwise processed through Customer’s use of the Frontline Services shall be processed in accordance with the Twilio Frontline Privacy Statement.
D. Availability of the Frontline App
Customer understands that use and availability of the Frontline Services and the Frontline App is subject to the terms of these App Terms, specifically including but not limited to, the Twilio Service Level Agreement for Services.
E. Terms Applicable to Frontline App Use on iOS Devices
This Section only applies to the extent Frontline Users are using the Frontline App on an iOS device. You acknowledge that these App Terms are between you and Twilio only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Frontline App, the Frontline Services, or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Frontline App or the Frontline Services. If the Frontline App or the Frontline Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the Frontline App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Frontline App or the Frontline Services. Apple is not responsible for addressing any claims by you or any third party relating to the Frontline App or the Frontline Services or your possession and/or use of the Frontline App or the Frontline Services, including: (a) product liability claims; (b) any claim that the Frontline App or the Frontline Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Frontline App or the Frontline Services and/or your possession and use of the Frontline App or the Frontline Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Frontline App or the Frontline Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these App Terms, and upon your acceptance of these App Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these App Terms against you as a third-party beneficiary of these App Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
F. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE APP TERMS, TWILIO’S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THESE APP TERMS OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF THE FRONTLINE SERVICES AND/OR THE FRONTLINE APP, SHALL IN NO EVENT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY CUSTOMER TO TWILIO FOR USE OF THE FRONTLINE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE APP TERMS BETWEEN THE PARTIES AND TWILIO HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER THE RIGHTS TO ACCESS AND USE THE FRONTLINE SERVICES AND FRONTLINE APP PROVIDED FOR IN THESE APP TERMS.
G. Term; Termination.
This Amendment, as may be updated from time to time, will commence on the date it is accepted by you and continues until terminated in accordance with this Section G.
You may terminate this Amendment at any time, for any or no reason, by immediately ceasing your use of the Frontline Services and the Frontline App. However, your obligations under your Twilio Agreement for all other Services and products other than the Frontline Services and Frontline App shall continue to remain in effect. And if you commence using the Frontline Services or Frontline App again, you are consenting to this Amendment. Twilio may, in its sole discretion, suspend or terminate this Amendment immediately (a) if we suspect you are in breach of this Amendment or your Twilio Agreement (including any terms or policies incorporated by reference); (b) if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (c) if Twilio determines that you are engaged in activity that is suspected or actually fraudulent, illegal or otherwise malicious or fails to comply with applicable law; (d) causes a significant risk of reputational harm to Twilio; or (e) to prevent harm to the security, stability, availability, or integrity of Twilio.
H. Modification; Conflict
Unless amended in this Amendment, the terms of your Twilio Agreement will remain in full force and effect. Twilio may update or modify this Amendment (including any terms or policies incorporated by reference) from time to time by posting a revised version on Twilio’s website. Twilio will notify Customer via email to the email address owner of Customer’s account not less than thirty (30) days prior to the effective date of any material amendments or modifications and will inform Customer about the intended amendments or modifications. Customer will be solely responsible for notifying Customer’s Frontline Users of any such amendments or modifications to this Amendment (including any terms or policies incorporated by reference) that may impact Frontline Users’ use of the Frontline Services or Frontline App. Except as otherwise specified by Twilio, updates will be effective upon the effective date indicated at the top of this Amendment. The updated version of this Amendment will supersede all prior versions. Following such notice, your continued access or use of the Frontline Services or the Frontline App on or after the effective date of the changes to this Amendment (including any terms or policies incorporated by reference) constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Frontline Services and Frontline App. Twilio may not be able to provide at least thirty (30) days prior written notice of updates to this Amendment that result from changes in the law or requirements from telecommunications providers. In the event there is a conflict between this Amendment and your Twilio Agreement, this Amendment will prevail.